-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NeSEDnH+6ZWcCZYnHpbGlTZT3njeriKDVpQuG+uGhee2ocP+T6OoNnXo2hvEZiVX q+FTPLI2mQCFZwonfMEI/w== 0000912057-96-028983.txt : 19961212 0000912057-96-028983.hdr.sgml : 19961212 ACCESSION NUMBER: 0000912057-96-028983 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDMARK CORP CENTRAL INDEX KEY: 0000777249 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 910858263 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45537 FILM NUMBER: 96679346 BUSINESS ADDRESS: STREET 1: 6727 185TH AVE NE STREET 2: PO BOX 97021 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2065568400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDMARK CORP CENTRAL INDEX KEY: 0000777249 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 910858263 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 6727 185TH AVE NE STREET 2: PO BOX 97021 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2065568400 SC 14D9/A 1 SC 14D9/A =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- AMENDMENT NO. 1 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------- EDMARK CORPORATION (Name of Subject Company) EDMARK CORPORATION (Name of Person Filing Statement) -------------- COMMON STOCK, NO PAR VALUE (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK) (Title of Class of Securities) -------------- 281094 20 1 (CUSIP Number of Class of Securities) -------------- PAUL N. BIALEK VICE PRESIDENT--FINANCE AND ADMINISTRATION, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER EDMARK CORPORATION 6727 185TH AVENUE NE REDMOND, WASHINGTON 98052 (206) 556-8400 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing this Statement) -------------- COPIES TO: MICHAEL E. MORGAN, ESQ. LAWRENCE J. STEELE, ESQ. LANE POWELL SPEARS LUBERSKY 1420 FIFTH AVENUE, SUITE 4100 SEATTLE, WASHINGTON 98101 (206) 223-7000 =============================================================================== Edmark Corporation (the "Company") hereby amends its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement"), originally filed on November 18, 1996, with respect to the offer to purchase all outstanding shares of Common Stock, no par value, of the Company, made by International Business Machines Corporation and Indigo Acquisition Corp. (the "Purchaser"), as set forth in this Amendment No. 1. Item 8. ADDITIONAL INFORMATION The Company notes that the Purchaser has amended its Tender Offer Statement on Schedule 14D-1 to clarify that the Purchaser will construe the terms of the Offer, in a manner consistent with the fifth paragraph under the caption "Introduction" of the Offer to Purchase, such that the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied prior to the Expiration Date. The Purchaser will further construe the terms of the Offer, in a manner consistent with the fifth paragraph under Section 1 of the Offer to Purchase, such that the Purchaser will not be required to accept for payment or, subject as aforesaid, to pay for any Shares not theretofore accepted for payment and paid for, and may terminate the Offer if, any time on or after the date of the Merger Agreement and prior to the Expiration Date, any of the conditions set forth in clauses (a) - (g) of Section 14 of the Offer to Purchase exist. Capitalized terms used herein and not defined have the meanings assigned thereto in the Offer to Purchase. 1 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. EDMARK CORPORATION By: /s/ Paul N. Bialek__________ Paul N. Bialek VICE PRESIDENT--FINANCE AND ADMINISTRATION, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER Dated: December 11, 1996 2 -----END PRIVACY-ENHANCED MESSAGE-----